Acheron Portfolio Corporation

Transcription

1 ACHERON PORTFOLIO CORPORATION (Luxembourg) S.A. Société Anonyme Registered office: 37 rue d Anvers L-1130 Luxembourg R.C.S. LUXEMBOURG B (the Company) Luxembourg, 5 May 2017 Dear Shareholder, NOTICE OF MEETING We are pleased to invite you at the annual general meeting of the Company (the Annual Meeting) to be held at its registered office on 6 June 2017, at 10:00 am for the purpose of considering the following agenda: Agenda 1. Consideration of the board of directors and independent auditor s reports on the Company s consolidated financial statements for the year ended 31 December Approval of the Company s consolidated financial statements for the year ended 31 December Consideration of the board of directors and independent auditor s reports on the Company s annual accounts for the year ended 31 December Approval of the Company s annual accounts for the year ended 31 December Allocation of results. 4. Discharge to the members of the board of directors for the exercise of their mandate throughout the year ended 31 December Approval of directors fees for the year ended 31 December 2016and budget for the year ending on 31 December 2017as stated in the report of the Company s board of directors. 6. Appointment of one new director of the Company for a term ending at the annual general meeting called to approve the annual accounts for the year ending on 31 December Miscellaneous. 1

2 Total Voting Rights The share capital of the Company is on the date hereof represented by A shares with a par value of USD 0.01 each, B shares with a par value of USD 0.01 each, D shares with a par value of USD 0.01 each, E shares with a par value of USD 0.01 each, CA shares with a par value of USD 0.01 each, CB shares with a par value of USD 0.01 each, CD shares with a par value of USD 0.01 each, and CE shares with a par value of USD 0.01 each. The authorized share capital of the Company including the issued capital of the Company is set at USD 500,000,000. The class CA shares, class CB shares, class CD shares, class CE shares, class A shares, B shares, D shares and E Shares all carry voting rights in general meetings on an unrestricted one share one vote basis. Right to participate to the Meeting Any shareholder who holds one or more shares of the Company shall be admitted to the Meeting and may vote in person or by appointing in writing another person, who needs not be a shareholder, as its proxy. Any shareholder and/or proxyholder participating in the Meeting shall carry a valid proof of identity. Record date Shareholders holding shares through fungible securities accounts (custodian banks) wishing to exercise their right to vote at the Meeting shall request from their custodian banks a certificate evidencing their holding of such shares and certifying the number of shares recorded in the relevant account as at 14 (fourteen) days at midnight prior to the date of the Meeting (the Record Date). Procedures for attending and voting at the Meeting a) Shareholders wishing to attend the Meeting in person: Any shareholder holding shares through fungible securities accounts (custodian banks) wishing to attend the Meeting in person must not later than 3 (three) business days prior to the Meeting, deliver by fax (+352/ ) with the original to follow by mail to the attention of Yves Mertz at the registered office of the Company located at 37 rue d Anvers, L-1130 Luxembourg, a certificate issued by the financial institution or professional depositary (custodian bank) holding such shares, evidencing its holding of such shares and certifying the number of shares recorded in the relevant account as of the Record Date. and Any shareholder must in addition to the above, no later than 3 (three) business days prior to the Meeting (i) have their custodian bank send SWIFT attending instruction to Clearstream / Euroclear and (ii) have a copy of said SWIFT instruction sent by their custodian bank to Banque Internationale à Luxembourg, Luxembourg (SWIFT code: BILLLULL), along with the attendance confirmation sent to Banque Internationale à Luxembourg to the attention of Biagio Grasso, by fax (+352/ ) or (biagio.grasso@bil.com). 2

3 Certificates issued by financial institutions or professional depositaries (custodian banks) certifying the number of shares recorded in the relevant account as of a date other than the Record Date will not be accepted and such shareholders will not be admitted to the Meeting. The shareholders may use only attendance confirmations provided by the Company. b) Shareholders wishing to vote through proxy: Any shareholder holding shares through fungible securities accounts (custodian banks) wishing to vote through proxy at the Meeting must not later than 3 (three) business days prior to the Meeting, deliver by fax (+352/ ) with the original to follow by mail to the attention of Yves Mertz at the registered office of the Company located at 37 rue d Anvers, L-1130 Luxembourg, a certificate issued by the financial institution or professional depositary (custodian bank) holding such shares, evidencing its holding of such shares and certifying the number of shares recorded in the relevant account as of the Record Date. and Any shareholder must no later than 3 (three) business days prior to the Meeting (i) have their custodian bank send SWIFT instruction to Clearstream / Euroclear and (ii) have a copy of said SWIFT instruction sent by their custodian bank to Banque Internationale à Luxembourg, Luxembourg (SWIFT code: BILLLULL), along with the proxy sent to Banque Internationale à Luxembourg to the attention of Biagio Grasso, by fax (+352/ ) or (biagio.grasso@bil.com) and to the Company to the attention of Yves Mertz, by fax (+352/ ) with the original to follow by mail to the attention of Yves Mertz at the registered office of the Company located at 37 rue d Anvers, L-1130 Luxembourg. Certificates issued by financial institutions or professional depositaries (custodian banks) certifying the number of shares recorded in the relevant account as of a date other than the Record Date will not be accepted and such shareholders will not be admitted to the Meeting. The shareholders may use only the form of proxy provided by the Company. c) Any holder of registered shares having been duly registered in the shareholder s register of the Company is allowed to attend the Meeting upon presentation of a valid document evidencing its identity d) In the event of shares owned by a corporation or any other legal entity, individuals representing such entity who wish to attend the Meeting in person and vote at the Meeting on behalf of such entity, must present evidence of their authority to attend, and vote at, the Meeting by means of a proper document (such as a general or special power-of-attorney) issued by the relevant entity. A copy of such power of attorney or other proper document must be filed with the Company not later than 3 (three) business days prior to the Meeting, at the Company s registered office in Luxembourg. The original documentation evidencing the authority to attend, and vote at, the Meeting, or a notarized and legalized copy thereof, must be presented at the Meeting. 3

4 e) Pursuant to the Company s articles of association, resolutions at the Annual Meeting will be passed by a simple majority of the votes cast, irrespective of the number of shares present or represented. f) Holders of shares representing at least 5% of the issued shares of the Company are entitled to (i) insert items on the Agenda of the Meeting and (ii) present draft resolutions on the items of the Agenda of the Meeting. g) The holders of shares contemplating to exercise their rights referred to in item e. above shall, no later than twenty-two days prior to the date of the Meeting, address in writing to the Company, either by mail, fax or , a draft of the resolution and the items to be inserted in the Agenda of the Meeting, to one of the following: Per mail: 37 rue d Anvers, L-1130 Luxembourg Per fax: Per contact@acheronportfolio.lu Copies of the convening notice, proxy and attendance confirmation, draft resolutions as well as the Company s 2016 annual Report and the Company s annual accounts as at 31 December 2016, together with the board of directors and the independent auditors reports thereon are available on our website at or at the free disposal of the shareholders at registered office of the Company. For and on behalf of the board of directors of the Company Director Director 5 May 2017 Luxembourg 4

5 ATTENDANCE CONFIRMATION The undersigned, In case of a natural person Name: Professional address: Date of birth: In case of a corporation or other legal entity Corporate denomination: Corporate seat: Place of registration: Registration number: Authorized representative: Being the holder of A Shares (LU ) Being the holder of B Shares (LU ) Being the holder of D Shares Being the holder of E Shares Being the holder of CA Shares Being the holder of CB Shares Being the holder of CD Shares Being the holder of CE Shares of ACHERON PORTFOLIO CORPORATION (LUXEMBOURG) S.A., a société anonyme organised and existing under the laws of Luxembourg having its registered office at, 37 rue d Anvers, L-1130 Luxembourg, registered with the Luxembourg Trade and Companies Register under the number B (the Company), Hereby confirms that (please check box where relevant): he/she will attend the annual general meeting of the shareholders of the Company to be held on 6 June 2017 at 10 a.m. CET (the Meeting); 1

6 The undersigned declares that: In case it holds shares through fungible securities accounts (custodian banks): - he/she has, not later than 3 (three) business days prior to the Meeting, delivered by fax (+352/ ) with the original following by mail to the attention of Yves Mertz at the registered office of the Company located at 37 rue d Anvers, L-1130 Luxembourg, a certificate issued by the financial institution or professional depositary (custodian bank) holding such shares, evidencing its holding of such shares and certifying the number of shares recorded in the relevant account 14 days prior to the Meeting; and - he/she has, not later than 3 (three) business days prior to the Meeting, (i) had his/her custodian bank send SWIFT attending instruction to Clearstream / Euroclear and (ii) had a copy of said SWIFT attending instruction sent by his/her custodian bank to Banque Internationale à Luxembourg, Luxembourg (SWIFT code: BILLLULL), along with the present attendance confirmation sent to Banque Internationale à Luxembourg to the attention of Biagio Grasso, by fax (+352/ ) or (biagio.grasso@bil.com). In case of registered shares: - He/she has been duly registered in the shareholder s register of the Company and will present a valid document evidencing its identity. In case of shares owned by a corporation or any other legal entity: - a copy of the evidence of his/her authority to attend and vote at, the Meeting by means of a proper document (such as a general or special power-of-attorney) issued by the relevant entity has been filed with the Company not later than 3 (three) business days prior to the Meeting, at the Company s registered office in Luxembourg; and - He/she will present at the Meeting the original documentation evidencing his/her authority to attend, and vote at, the Meeting, or a notarized and legalized copy thereof. Signature By: Title: Date: 2

7 MEETING - PROXY The undersigned, In case of a natural person Name: Professional address: Date of birth: In case of a corporation or other legal entity Corporate denomination: Corporate seat: Place of registration: Registration number: Authorized representative: Being the holder of A Shares (LU ) Being the holder of B Shares (LU ) Being the holder of D Shares Being the holder of E Shares Being the holder of CA Shares Being the holder of CB Shares Being the holder of CD Shares Being the holder of CE Shares of ACHERON PORTFOLIO CORPORATION (LUXEMBOURG) S.A., a société anonyme organised and existing under the laws of Luxembourg having its registered office at, 37 rue d Anvers, L-1130 Luxembourg, registered with the Luxembourg Trade and Companies Register under the number B (the Company), Hereby appoints with full power of substitution (please check box where relevant) : Mr. Yves Mertz, having his professional address at 37 rue d Anvers, L-1130 Luxembourg, or Mr/Mrs..., having his/her professional address at... (The Proxyholder), in order to represent the undersigned at the annual general meeting of the shareholders to be held at the registered office of the Company on 6 June 2017, at 10:00 a.m. CET and in its name and on its behalf to act and vote on the following agenda : 3

8 AGENDA 1. Consideration of the board of directors and independent auditor s reports on the Company s consolidated financial statements for the year ended 31 December Approval of the Company s consolidated financial statements for the year ended 31 December Consideration of the board of directors and independent auditor s reports on the Company s annual accounts for the year ended 31 December Approval of the Company s annual accounts for the year ended 31 December Allocation of results. 4. Discharge to the members of the board of directors for the exercise of their mandate throughout the year ended 31 December Approval of directors fees for the year ended 31 December 2016and budget for the year ending on 31 December 2017as stated in the report of the Company s board of directors. 6. Appointment of one new director of the Company for a term ending at the annual general meeting called to approve the annual accounts for the year ending on 31 December Miscellaneous. 4

9 Proposed resolutions 1. Consideration of the board of directors and independent auditor s reports on the Company s consolidated financial statements for the year ended 31 December Approval of the Company s consolidated financial statements for the year ended 31 December Consideration of the board of directors and independent auditor s reports on the Company s annual accounts for the year ended 31 December Approval of the Company s annual accounts for the year ended 31 December Allocation of results as stated in the Directors report. 4. Discharge to the members of the board of directors for the exercise of their mandate throughout the year ended 31 December

10 5. Approval of directors fees for the year ended 31 December 2016and budget for the year ending on 31 December 2017as stated in the report of the Company s board of directors. 6. Appointment of one new director of the Company for a term ending at the annual general meeting called to approve the annual accounts for the year ending on 31 December 2018: approval of the appointment of Mr Frank Mathé as Director A. (*) Please check off as appropriate. A proxy without indication of instruction to the Proxyholder will be deemed to be nil and will not be taken into account. The proxyholder is furthermore authorized to make any statement, cast all votes, sign all minutes of meetings and other documents, do everything which is lawful, necessary or simply useful in view of the accomplishment and fulfillment of the present proxy, and to proceed, in accordance with the requirements of the Luxembourg law, to any registration with the Luxembourg Trade and Companies Register and to any publication in the Mémorial C, Recueil des Sociétés et Associations, while the undersigned promises to ratify all said actions taken by the proxyholder whenever requested. This proxy shall be governed by Luxembourg law. Any dispute arising from the interpretation, validity or performance of this proxy or any of its terms and provisions shall be submitted to the courts of Luxembourg-City, Grand Duchy of Luxembourg. The present proxy will remain in force if the above-mentioned general meeting, for any reason whatsoever, is to be adjourned or postponed Given and signed in, on. The undersigned, By: Title: 6